Attached files
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EX-99.1 - EXHIBIT 99.1 - PFF BANCORP INC | c25332exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 21, 2011
PFF BANCORP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 001-16845 | 95-4561623 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
2058 N. Mills Avenue, #139 Claremont, CA |
91711 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (213) 683-6393
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
This Current Report on Form 8-K/A is being filed by PFF Bancorp, Inc. (the Company) and
Glencrest Investment Advisors, Inc., Glencrest Insurance Services, Inc., Diversified Builder
Services, Inc. and PFF Real Estate Services, Inc. (collectively with the Company, the
Debtors) as Amendment No. 1 on Form 8-K/A (the First Amendment) to the
Companys Current Report on Form 8-K that was filed with the Securities and Exchange Commission
(the SEC) on October 27, 2011 (the Original Filing) to report the Debtors
monthly operating reports for the period September 1, 2011 to September 30, 2011. The Company is
filing this First Amendment for the sole purpose of amending the September 2011 monthly operating
reports of the Company to correct the summary of cash receipts and disbursements included in the
Original Filing.
Except for the disclosure set forth in Item 8.01 below, this First Amendment does not modify or
update in any way the Original Filing. All disclosure provided in this First Amendment is as of
the date of the Original Filing. Reference is made to filings made by the Company with the SEC
since the date of the Original Filing, which may contain more updated disclosure about the Company.
Item 8.01 Other Events.
On November 21, 2011, PFF Bancorp, Inc. (the Company) and Glencrest Investment Advisors,
Inc., Glencrest Insurance Services, Inc., Diversified Builder Services, Inc. and PFF Real Estate
Services, Inc. (collectively with the Company, the Debtors) filed an amendment to the
monthly operating reports of the Company for the period September 1, 2011 to September 30, 2011
(the Amended September 2011 Monthly Operating Reports) with the United States Bankruptcy
Court for the District of Delaware (the Court) (Case Number 08-13127-KJC). The Amended
September 2011 Monthly Operating Reports are attached hereto as Exhibit 99.1 and are incorporated
herein by reference.
Cautionary Statement Regarding Financial and Operating Data
The Company cautions investors and potential investors not to place undue reliance upon the
information contained in the Amended September 2011 Monthly Operating Reports which were not
prepared for the purpose of providing the basis for an investment decision relating to any of the
securities of the Company. The Amended September 2011 Monthly Operating Reports are limited in
scope, cover limited time periods, and have been prepared solely for the purpose of complying with
the monthly reporting requirements of the Bankruptcy Code. The Amended September 2011 Monthly
Operating Reports were not audited or reviewed by independent accountants, were not prepared in
accordance with U.S. Generally Accepted Accounting Principles, are in a format prescribed by
applicable bankruptcy laws, and are subject to future adjustment and reconciliation. There can be
no assurance that, from the perspective of an investor or potential investor in the Companys
securities that the Amended September 2011 Monthly Operating Reports are complete. The Amended
September 2011 Monthly Operating Reports also contain information for periods which are shorter and
otherwise different from those required in periodic reports pursuant to the Securities Exchange Act
of 1934, as amended (the Exchange Act), and such information is likely not indicative of
the Companys financial condition or operating results for the period that would be reflected in
the periodic reports pursuant to the Exchange Act. Results set forth in the Amended September 2011
Monthly Operating Reports should not be viewed as indicative of future results.
Forward-Looking Statements
Certain matters discussed in this Current Report on Form 8-K and the exhibits hereto may constitute
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. Words such as anticipates, expects, intends, plans, believes, seeks, estimates
or variations of such words and similar expressions are intended to identify such forward-looking
statements. These forward-looking statements may relate to, among other things, expectations of the
business environment in which the Company operates, projections of future performance, perceived
opportunities in the market and statements regarding the Companys strategic objectives. These
forward-looking statements are based upon current management expectations and may therefore involve
risks and uncertainties. The Companys actual results or performance may differ materially from
those suggested, expressed, or implied by forward-looking statements due to a wide range of factors
including, but not limited to, the Companys ability to manage its business as a
debtor-in-possession pursuant to the provisions of the Bankruptcy Code and liquidate all of its
remaining assets for distribution to creditors, the Companys ability to obtain Court approval with
respect to motions in the Chapter 11 proceeding prosecuted by it from time to time, risks
associated with third parties seeking and obtaining Court approval to convert the case to a Chapter
7 case, and other risks detailed in the Companys reports filed with the Securities and Exchange
Commission, including the Companys Annual Report on Form 10-K for the fiscal year ended March 31,
2008 and the Companys Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2008 and September 30, 2008. The Company disclaims any obligation to subsequently revise
or update any forward-looking statements to reflect events or circumstances after the date of such
statements or to reflect the occurrence of anticipated or unanticipated events.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number | Exhibit | |||
99.1 | Amended Monthly Operating Reports of the Company for the period
from September 1, 2011 to September 30, 2011. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 2, 2011 | PFF BANCORP, INC. |
|||
/s/ Kevin McCarthy | ||||
Kevin McCarthy | ||||
President and Chief Executive Officer |
EXHIBIT INDEX
Number | Exhibit | |||
99.1 | Amended Monthly Operating Reports of the Company for the period
from September 1, 2011 to September 30, 2011. |